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12-043.00 Benthin & Associates: On Call Surveying SvcsAGREEMENT FOR PROFESSIONAL SERVICES Dale & Dale, LLC dba Benthin & Associates On -Call Professional Land Surveying Services Public Works Contract No. 12 -013 THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Benthin and Associates, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1. Work to Be Performed. The Consultant shall provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work and promptly cure any failure in performance under this Agreement. B. Representations. The City has relied upon the qualifications of the Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of the City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. The City may modify this Agreement and order changes in the work whenever necessary or advisable. The Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. The Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in Agreement for Professional Services Page 1 of 6 effect until completion of all contractual requirements have been met, under all Task Orders authorized prior to December 31, 2013. Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. The City may, in addition, terminate this Agreement for any reason by ten days' written notice to the Consultant. In the event of termination without breach, the City shall pay the Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. The City agrees to pay the Consultant on a time and materials basis, not to exceed $100,000, at the time and material rate shown in Exhibit A -3, Benthin & Associates 2012 Hourly Minimum Fee Schedule, for professional Surveying Services as assigned by individual Task Order Documents. The Consultant shall not start work until a Task Order Document authorizing payment has been executed by the City. 4. Payment. The Consultant shall be paid monthly upon presentation of an invoice to the City. Applications for payment shall be sent to the City Clerk at the below stated address. The City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notice shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: Walter O. Dale, PLS Phone Number: (509) 921 -1000 Phone Number: (509) 325 -4529 Address: 11707 East Sprague Ave, Suite 106 Address: 1004 North Atlantic St. Spokane Valley, WA 99206 Spokane, WA 99201 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall confirm to all federal, state and local statutes and regulations. 7. Relationship of the Parties. It is understood, agreed and declared that the Consultant shall be an independent contractor, and not the agent or employee of the City, that the City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of the Consultant. Any and all employees who provide services to the City under this Agreement shall be deemed employees solely of the Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 8. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by the Consultant under this Agreement are and shall be the property of the City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of the City. The City shall be permitted to retain these documents, including reproducible camera - Agreement for Professional Services Page 2 of 6 ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. The City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that the Consultant shall have no liability for the use of the Consultant's work product outside of the scope of its intended purpose. 9. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of the Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 10. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability, professional liability and commercial general liability insurance: Agreement for Professional Services Page 3 of 6 1. The Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIL E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates to the City at the time the Consultant returns the signed Agreement. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self - insured retentions, and /or self - insurance. 11. Indemnification and Hold Harmless. The Consultant shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the services provided by Consultant, Consultant's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel- related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim- related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity by the provisions of this Addendum extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. Agreement for Professional Services Page 4 of 6 12. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 13. Assignment and Delegation. Neither Party shall assign, transfer or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 14. Subcontracts. Except as otherwise provided herein, the Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the City. 15. Confidentiality. Consultant may, from time to time, receive information which is deemed by the City to be confidential. Consultant shall not disclose such information without the prior express written consent ofthe City or upon order of a court of competent jurisdiction. 16. Jurisdiction and Venue. This Agreement is entered into in Spokane. County, Washington. Disputes between the City and Consultant shall be resolved in the Superior Court ofthe State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at the City's request, be joined as a party in any arbitration proceeding between the City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s) decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 17. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 18. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supercedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 19. Anti - kickback. No officer or employee of the City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 20. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business. 21. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 22. Exhibits. Exhibits attached and incorporated into this Agreement are: Agreement for Professional Services Page 5 of 6 1. Scope of Services 2. Task Order Agreement 3. 2012 Hourly Minimum Fee Schedule 4. Insurance Certificates The Parties have executed this Agreement this /670day of L.- , 201tr CITY OF SPOKANE VALLEY Mike Jac/ i, City Manager Consultant: Benthin and oeiates Aft Y: l.Jiac.- d• f7ac -�, Its: Authorized Representative APPROVED AS TO FORM: l� Office of & City At't&Key Agreement for Professional Services Page 6 of 6 Exhibit 1, Scope of Work On -Call Surveying Services Contract 12 -013 Under the Contract the Consultant may do any of the following work: • Perform Topographic Data Collection and Mapping. • Perform Construction Staking as directed with specified documentation. • Perform Quality Control Checking and prepare Reports of Results for projects as directed. • Perform As -Built Data Acquisition and Prepare Mapping or Reports • Perform monument Preservation Tasks and Prepare appropriate DNR Permits • Perform Boundary Surveys related to Land Acquisition, Easements or other activities requiring Parcel or Use descriptions • Provide Consulting Services for Professional Land Surveying and Land Use Planning • Provide Principal Professional Land Surveyor Review as needed • Invoicing for services will be done monthly or as needed using the attached Hourly Fee Schedule Work will be assigned and paid under Task Order Agreements Per Exhibit 2 Exhibit 2 Task Order Agreement — On -Call Surveying Services Contract 12 -013 Each item of work under this AGREEMENT will be provided by task assignment. Each assignment will be individually negotiated with the CONSULTANT. The amount established for each assignment will be the maximum amount payable for that assignment unless modified in writing by the CITY OF SPOKANE VALLEY (CITY). The City is not obligated to assign any specific number of tasks to the CONSULTANT, and the CITY's and CONSULTANT'S obligations hereunder are limited to tasks assigned in writing. Task Assignments may include but are not limited to, the following types of work: A. Task to be assigned B. Task to be assigned C. Task to be assigned Task assignments made by the CITY shall be issued in writing by a Formal Task Assignment Document. An assignment shall become effective when a formal Task Assignment Document is signed by the CONSULTANT and the CITY. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "2012 Hourly Minimum Fee Schedule for Surveying and Planning Services" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. A� " CERTIFICATE OF LIABILITY INSURANCE 4i�o/2o12 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Assurance Risk Managers, Inc. 2851 S. Parker Road Suite 760 Aurora CO 80014 CONTACT Sarah Quagliaroli PHONE (303)454 -9562 FAX (303) 454 -9564 EMAIL AppgEsse INSURERS AFFORDING COVERAGE NAIC # INSURER A:Se oia Insurance Co. 22985 INSURED Dale & Dale, LLC , DBA: Benthin & Associates 1004 N. Atlantic St. Spokane WA 99201 INSURER B :Beaz ley Insurance 37540 INSURER C : INSURER D: INSURERE: $ 2,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER:CL123213544 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL UB POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMA TO RENTED PREMISES Ea occurrence) $ 300,000 A I CLAIMS -MADE a OCCUR BP218741 -2 /1/2012 /1/2013 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ Included X STOP GAP LIABILITY GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 4,000,000 $ POLICY X PRO LOC AUTOMOBILE LIABILITY (CEO aoclNden'SINGLE LIMIT 1,000,000 X BODILY INJURY (Per person) $ A ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS SAP200962 -2 /1/2012 /1/2013 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ X NON -OWNED HIRED AUTOS AUTOS Medical payments $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LIAR DED I I RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- LIMITS FR AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? NIA --[TORY E.L. EACH ACCIDENT $ (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liability VlSRN2120401 /1/2012 /1/2013 per Claim $1,000,000 Claims -Made Policy Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Contract No.: 12 -013 With respect to services provided by the named insured, the City of Spokane Valley is an Additional Insured as required by written contract. Insurance is primary and non - contributory. City of Spokane Valley Attn: Christine Bainbridge, City Clerk 11707 East Sprague Ave Suite 106 Spokane Valley, WA 99206 II Lei CI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE sa Isom /DAWN ACORD 26 (2010/06) ©1988 -2010 ACORD CORPORATION. All rights reserved. INsn25lgninn51n1 The Annon noma onrl Inn^ orn reniaforarl mnr4a of An non Washington State Department of Labor and Industries Department of Labor and Industries Employer Liability Certificate Date: 04/12/2012 UBI #: 602 177 391 Business Name: BENTHIN & ASSOCIATES Legal Business Name: DALE & DALE LLC Account #: 060,468 -00 'Doing Business As' Name: DALE & DALE LLC Employer Liability Certificate Estimated Workers Reported: Quarter 4 of Year 2011 "Ito 3 Workers" (See Description Below) Workers' Comp Premium Status: Account is current. Firm has voluntarily reported and paid their premiums. Licensed Contractor? No Account Representative: T3 / THOMAS BOYLE (360)902 -4886 - Email: BOYT235 @lni.wa.gov What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 hours of work per calendar quarter. A single 480 hour position may be filled by one person, or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed, and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods, cancellation dates, limitations of coverage or waiver of subrogation (See RCW 51.12.050 and 51.16.190).